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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(XX) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 1998
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( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from _________________ to ____________________
Commission file number 1-12130
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Great Pines Water Company, Inc.
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(Exact name of small business issuer as specified in its charter)
Texas 76-0203752
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 N. Shepherd, Suite #303 Houston, Texas 77007
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(Address of Principal executive offices) (Zip Code)
(Issuer's telephone Number) (713) 864-6688
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(Former name, former address and former fiscal year, if
changed since last report)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
x YES NO
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
YES NO
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APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
Class Outstanding as of September 30, 1998
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(Common stock, $.01 per value) 2,614,104 Shares
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PART I - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
GREAT PINES WATER COMPANY, INC.
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
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(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash $ 1,117 $ 342
Marketable securities 0 177
Accounts receivable - Trade (net) 792 942
Inventory 57 75
Prepaid expenses 28 39
Prepaid insurance 52 286
Other current assets 4 14
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Total current assets 2,050 1,875
Property and equipment, net 4,992 5,557
Other assets 42 47
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Total Assets $ 7,084 $ 7,479
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Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable, trade $ 320 $ 311
Customer deposits 941 1,088
Accrued liabilities and other current liabilities 301 286
Note payable 0 251
Current portion of capital lease obligations 10 74
Current maturities of long term debt 845 1,008
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Total current liabilities 2,417 3,018
Long term debt, net of current portion 1,935 2,872
Shareholders' equity:
Preferred stock, $1.00 par value; 1,000,000 shares authorized;
16,300 shares and 14,050 shares outstanding at September
30, 1998 and December 31, 1997, respectively 16 14
Common Stock, $.01 par value; 10,000,000 shares authorized;
2,614,104 shares and 2,607,654 shares outstanding at
September 30, 1998 and December 31, 1997, respectively 26 26
Additional paid-in capital 5,180 4,967
Accumulated deficit (2,490) (3,418)
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Total shareholders' equity 2,732 1,589
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Total Liabilities and Shareholders' Equity $ 7,084 $ 7,479
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</TABLE>
The accompanying notes are an integral part of these financial statements.
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GREAT PINES WATER COMPANY, INC.
CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September 30,
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1998 1997 1998 1997
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(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Revenues:
Water $ 4,696 $ 4,266 $ 1,835 $ 1,704
Equipment rental 2,289 2,105 759 717
Other 144 265 54 95
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7,129 6,636 2,648 2,516
Cost and expenses:
Operating costs 1,267 1,345 446 529
Transportation costs 1,656 1,550 603 597
Depreciation and amortization 727 719 238 183
Commissions and other selling costs 1,225 1,410 414 647
General and administrative expenses 1,887 1,503 673 524
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6,762 6,527 2,374 2,480
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Gain/(Loss) from operations 367 109 274 36
Other expense (income):
Interest expense 278 265 74 92
Interest income (20) (7) (2) (7)
Other expense (income) (960) 0 (973) 0
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(702) 258 (901) 85
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Gain/(Loss) before income taxes 1,069 (149) 1,175 (49)
Income tax expense (benefit) 0 0 0 0
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Net Income (Loss) 1,069 (149) 1,175 (49)
Dividends on Preferred Stock 141 90 49 45
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Income (Loss) attributable to Common Stock $ 928 $ (239) $ 1,126 $ (94)
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Income (Loss) per common share:
Basic $ 0.36 $ (0.10) $ 0.43 $ (0.04)
Diluted $ 0.35 $ (0.10) $ 0.42 $ (0.04)
Weighted average number of common shares outstanding:
Basic 2,612 2,456 2,614 2,464
Diluted 2,686 2,456 2,665 2,464
</TABLE>
The accompanying notes are an integral part of these financial statements.
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GREAT PINES WATER COMPANY, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
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1998 1997
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(Unaudited) (Unaudited)
<S> <C>
Cash flows from operating activities:
Net income (loss) $ 1,069 $ (149)
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
Depreciation and amortization 727 719
Loss on disposition of assets 7 0
Provision for lost coolers 31 14
Noncash charges (benefits) (298) 25
Deferred income tax expense (benefit) 0 0
Affect of net changes in operating accounts:
Accounts receivable, net 150 (275)
Inventory 18 (6)
Prepaid expenses 245 112
Other assets 10 (27)
Accounts payable 9 224
Customer deposits, accrued liabilities, and other current (132) 288
liabilities
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Net cash provided by (used in) operating activities 1,836 925
Cash flows from investing activities:
Additions to property and equipment (192) (1,370)
Proceeds from fixed asset retirements 18 0
Proceeds from sales of marketable securities 156 0
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Net cash used in investing activities (18) (1,370)
Cash flows from financing activities:
Proceeds from note payable and long term debt 0 1,063
Payments on note payable and long term debt (1,034) (785)
Payments on capital lease obligations (64) (84)
Proceeds from issuance of Common Stock, net 1 93
Proceeds from issuance of Preferred Stock, net 195 826
Dividends on Preferred Stock (141) (90)
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Net cash provided by (used in) financing activities (1,043) 1,023
Increase (decrease) in cash and cash equivalents 775 578
Cash and cash equivalents, beginning of period 342 316
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Cash and cash equivalents, end of period $ 1,117 $ 894
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Supplemental cash flow information:
Interest Paid $ 280 $ 264
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Equipment acquired in exchange for long-term debt $ 0 $ 1,061
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Stock issued for services and settlements of lawsuits $ 19 $ 25
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</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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GREAT PINES WATER COMPANY, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1998
NOTE A - BASIS OF PRESENTATION
Great Pines Water Company, Inc. (the "Company") was incorporated in November
1986 and is engaged in the bottling, distributing and sale of bottled drinking,
purified, and spring water and rental of related dispensing equipment under the
"Texas Premium Waters" proprietary brand name.
The accompanying unaudited condensed financial statements have been prepared in
accordance with Generally Accepted Accounting Principles for interim financial
information and with the instructions to Form 10-QSB and rule 10-01 of
Regulation S-X. They do not include all information and notes required by
Generally Accepted Accounting Principles for complete financial statements. The
accompanying financial statements include all adjustments which in the opinion
of management are necessary in order to make the financial statements not be
misleading.
The accompanying condensed financial statements should be read in conjunction
with the Audited Financial Statements for the Year Ended December 31, 1997 and
the notes thereto contained in the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1997.
The results of operations for the three month period ended September 30, 1998,
are not necessarily indicative of the results to be expected for the full year.
NOTE B - INCOME TAXES
The Company has net operating loss carryforwards which offset substantially all
of its federal taxable income.
NOTE C - STOCK OPTION PLANS
The Company's Option Plan ("Option Plan") was adopted in 1993. An aggregate of
225,000 shares of common stock were reserved for issuance pursuant to the Option
Plan. The Option Plan is administered by the Board of Directors or a stock
option committee established by the Board of Directors (the "Plan
Administrator"). The Plan Administrator determines, subject to the provisions of
the Option Plan, the employees to whom options are granted and the number of
options to be granted. The Plan Administrator may grant (i) "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code of 1986,
and (ii) "non-qualified stock options" (options which do not meet the
requirements of Section 422). Incentive stock options granted under the Option
Plan must have an exercise price equal to at least the fair market value of the
common stock at the date the option is granted. Each option granted under the
Option Plan may have a term of up to ten years, except that incentive stock
options granted to a shareholder who, at the time of grant, owns more than 10%
of the voting stock of the Company may have a term of up to five years. The
exercise price of incentive stock options granted to shareholders possessing
more than 10% of the total combined voting power of all classes of stock of the
Company must be not less than 110% of the fair market value of the Company's
common stock on the date of grant. As of September 30, 1998, stock options to
acquire 197,350 shares of the Company's common stock have been granted under the
Option Plan at exercise prices of $2.00 to $2.20 per share. The options are
exercisable beginning March 28, 1995 through December 28, 1999. As of September
30, 1998, 160,000 of these options are exercisable and 31,150 options had been
exercised.
The Company's Non-Employee Director Stock Option Plan ("Non-Employee Director
Plan") was also adopted in 1993. An aggregate of 25,000 shares of common stock
were reserved for issuance pursuant to the Non-Employee Director Plan. Options
to purchase 5,000 shares of common stock are automatically granted to each
person elected for the first time as director of the Company, who is not an
employee of the Company. An option to acquire an additional 1,000 shares is
automatically granted each year thereafter that such director is re-elected.
Options granted under the Non-Employee Director Plan will not qualify as
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986. Options granted under the Non-Employee Director Plan
expire ten years after date of grant. As of September 30, 1998, 14,000 options
have been granted under the Non-Employee Director Plan at exercise
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prices of $2.00 to $5.75 per share. As of September 30, 1998, 14,000 of these
options are exercisable and no options had been exercised.
The Company's Incentive Stock Plan ("Incentive Plan") was adopted in 1995. An
aggregate of 500,000 shares of common stock were reserved for issuance pursuant
to the Incentive Plan. The Incentive Plan is administered by the Board of
Directors. The Board of Directors determines, subject to the provisions of the
Incentive Plan, the employees to whom incentives are awarded. The Board of
Directors may award (i) "incentive stock options" within the meaning of Section
422 of the Internal Revenue Code of 1986, (ii) "non-qualified stock options"
(options which do not meet the requirements of Section 422), (iii) shares of
"restricted stock", and (iv) "stock bonuses". Subject to the terms of the
Incentive Plan, the Board of Directors will also determine the prices,
expiration dates and other material features of the incentive awards. As of
September 30, 1998, 66,362 shares of common stock were issued under the
Incentive Plan to consultants, and 7,826 shares of common stock were issued
under the Incentive Plan to employees as stock bonuses. As of September 30,
1998, stock options to acquire 120,033 shares of the Company's common stock have
been granted under the Incentive Plan at exercise prices of $2.6875 to $7.375
per share. The options are exercisable beginning October 26, 1995 through
December 1, 2001. As of September 30, 1998, 39,167 of these options are
exercisable and 4,166 options had been exercised.
NOTE D - SHAREHOLDERS' EQUITY
In January 1998, the Company issued 744 shares of common stock to an employee
under the Company's 1995 Incentive Stock Plan for a stock bonus. Costs of $3,600
were expensed as wages.
In March 1998, the Company issued 2,014 shares of common stock to employees
under the Company's 1995 Incentive Stock Plan for stock bonuses. Costs of $7,800
were expensed as wages.
In March 1998, the Company issued 600 shares of common stock to an employee
under the Company's 1993 Stock Option Plan for exercised vested options.
In April 1998, the Company issued 1,892 shares of common stock to employees
under the Company's 1995 Incentive Stock Plan for stock bonuses. Costs of $7,800
were expensed as wages.
In May 1998 the Company issued 1,200 shares of the Company's common stock to
holders of 50 shares of Series A Preferred Stock for the exercise of their
conversion options.
During May 1998, the Company completed a private placement of 4,200 shares of
Series C Preferred Stock, $1.00 par, at $100 per share under Rule 506 of
Regulation D of the Securities and Exchange Act of 1933. The Preferred Stock has
a 12% cumulative dividend rate payable in monthly installments. The Preferred
Stock is convertible into 16.67 shares of the Company's common stock at a
conversion price of $6.00 per share. The Preferred Stock is redeemable for cash
at any time after December 1, 1998, in whole or in part, at the option of the
Company, at redemption prices that will decline from $106 per share on December
1, 1998 to $100 per share on May 1, 2000, at a rate of $1 per three-month
period, plus any accrued and unpaid dividends through the redemption date.
During 1998, 2,300 shares of the Company's Series C Preferred Stock were issued.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying condensed financial
statements.
GENERAL
The Company's revenues consist of sales of the Company's bottled water products,
rental of water dispensers and sales of cups and other miscellaneous items. The
Company's strategy has been to use all available capital for expansion and
increasing its customer base. The growth in customer accounts has been
accompanied by increased revenues. The Company attributes the growth in customer
accounts to aggressive marketing, increased bottled water consumption, a change
in the type of closed water system and an effective customer retention program.
The Company anticipates that its customer base and revenues will continue to
expand as sales of bottled water increase and the Company continues to penetrate
the Houston and Dallas/Fort Worth bottled water markets. Some of the factors
that the Company believes
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may affect the rate of increase in bottled water sales include the public
perception of the quality of municipal supplies and general health concerns.
Commissions and other selling costs comprise the largest controllable component
of expenses. Selling expenses consist primarily of commissions paid to the sales
force and telemarketing expenses. Commissions paid are expensed as they are
incurred. Commissions represent a higher percentage of total expenses during
periods when the Company is adding accounts at an accelerated rate when compared
to other expenses, which are not as variable.
Transportation expenses include lease expense, fuel, insurance, and repair and
maintenance expenses associated with the delivery trucks and vans.
Depreciation and amortization and operating expenses consist of depreciation of
the Company's delivery trucks and vans, water dispensers and bottles and the
bottling plants. Depreciation and amortization are expected to increase as the
Company continues to commit resources to its growing customer base.
General and administrative expenses include centralized administration and
support costs.
The Company currently provides an estimate of the cost of dispensers which are
lost or stolen as a reduction of fixed assets.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
Revenues for the three month period ended September 30, 1998 (the "Third Quarter
of 1998") increased 5% to $2,648,000 from $2,516,000 for the three month period
ended September 30, 1997 (the "Third Quarter of 1997"). The principal reason for
the increase in revenues was the increase in the number of customer accounts
from the Third Quarter of 1997 to the Third Quarter of 1998, partially offset by
the discontinuing of sodas and fruit juices during 1997.
Operating costs decreased, as a percentage of sales, to 17% or $446,000 in the
Third Quarter of 1998 from 21% or $529,000 in the Third Quarter of 1997. This is
primarily due to a decrease in cost of sales for sodas and fruit juices which
were discontinued during 1997.
Transportation costs decreased, as a percentage of sales, to 23% or $603,000 in
the Third Quarter of 1998 from 24% or $597,000 in the Third Quarter of 1997. The
decrease in transportation expenses is primarily due to a decrease in truck
repairs and maintenance.
Depreciation and amortization costs increased, as a percentage of sales, to 9%
or $238,000 in the Third Quarter of 1998 from 7% or $183,000 in the Third
Quarter of 1997. The increase is primarily due to an adjustment made, during the
Third Quarter of 1997, to extend the estimated useful life of coolers from ten
to twelve years.
Commissions and other selling costs decreased, as a percentage of sales, to 16%
or $414,000 in the Third Quarter of 1998 from 26% or $647,000 in the Third
Quarter of 1997. There was a reduction of telemarketing expenses, partially
offset by an increase in outside sales expenses. During the Third Quarter of
1997, the Company completed a preferred stock offering with net proceeds of
$826,000. The Company was able to significantly expand it marketing efforts
during the Third Quarter of 1997 due to the availability of cash. Management's
policy is to use all available cash from operations and financing activities
after debt service for its marketing activities.
General and administrative expenses increased, as a percentage of sales, to 25%
or $673,000 in the Third Quarter of 1998 from 21% or $524,000 in the Third
Quarter of 1997. This is primarily due to an increase in executive compensation,
coupled with an increase in corporate administrative costs and professional
fees.
Interest expense decreased, as a percentage of sales, at 3% or $74,000 in the
Third Quarter of 1998 from 4% or $92,000 in the Third Quarter of 1997. This is
primarily due to reductions in long term debt.
The Company reported income after income taxes of $1,126,000 in the Third
Quarter of 1998 compared to a loss after taxes of $94,000 in the Third Quarter
of 1997. This is primarily due to including $967,000 in other income as
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consideration in behalf of a lawsuit settlement during the Third Quarter of
1998. In addition, increased revenues coupled with a reduction in commissions
and other selling costs contributed to the improved results.
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
Revenues for the nine month period ended September 30, 1998 increased 7% to
$7,129,000 from $6,636,000 during the nine month period ended September 30,
1997. The principal reason for the increase in revenues was the increase in the
number of customer accounts.
Operating costs decreased, as a percentage of sales, to 18% or $1,267,000 during
the nine month period ended September 30, 1998 from 20% or $1,345,000 during the
nine month period ended September 30, 1997. This is primarily due to a decrease
in cost of sales for sodas and fruit juices which were discontinued during 1997.
Transportation costs remained the same, as a percentage of sales, at 23% or
$1,656,000 during the nine month period ended September 30, 1998 from 23% or
$1,550,000 during the nine month period ended September 30, 1997.
Depreciation and amortization costs decreased, as a percentage of sales, to 10%
or $727,000 during the nine month period ended September 30, 1998 from 11% or
$719,000 during the nine month period ended September 30, 1997. The decrease is
primarily due to an increase in sales, by certain fixed assets of the Company
becoming fully depreciated for book purposes during 1997, and due to an
adjustment made, during the Third Quarter of 1997, to extend the estimated
useful life of coolers from ten to twelve years.
Commissions and other selling costs decreased, as a percentage of sales, to 17%
or $1,225,000 during the nine month period ended September 30, 1998 from 21% or
$1,410,000 during the nine month period ended September 30, 1997. The decrease
was primarily due to a reduction of telemarketing expenses, partially offset by
an increase in outside sales expenses. During the Third Quarter of 1997, the
Company completed a preferred stock offering with net proceeds of $826,000. The
Company was able to significantly expand it marketing efforts during the Third
Quarter of 1997 due to the availability of cash. Management's policy is to use
all available cash from operations and financing activities after debt service
for its marketing activities.
General and administrative expenses increased, as a percentage of sales, to 26%
or $1,887,000 during the nine month period ended September 30, 1998 from 23% or
$1,503,000 during the nine month period ended September 30, 1997. This is
primarily due to an increase in executive compensation, coupled with an increase
in corporate administrative costs and professional fees.
Interest expense remained the same, as a percentage of sales, at 4% or $278,000
during the nine month period ended September 30, 1998 from 4% or $265,000 during
the nine month period ended September 30, 1997. This is primarily due to
additions of long term debt during 1997, partially offset by an increase in
sales.
The Company reported income after income taxes of $928,000 during the nine month
period ended September 30, 1998 compared to a loss after taxes of $239,000
during the nine month period ended September 30, 1997. This is primarily due to
including $967,000 in other income as consideration in behalf of a lawsuit
settlement during the Third Quarter of 1998. In addition, increased revenues
coupled with a reduction in commissions and other selling costs contributed to
the improved results.
LIQUIDITY AND CAPITAL RESOURCES
The Company has typically financed operations from a combination of vendor
financing, bank loans and leases, placement of securities and cash generated
from operations. The Company acquires water coolers and cooler equipment through
vendor financing. The Company leases water processing and bottling plants and
various trucks from financial institutions under capital lease arrangements.
Additional trucks and equipment are obtained under operating leases.
Net cash provided by operating activities for the nine month period ended
September 30, 1998 and the nine month period ended September 30, 1997 was
$1,836,000 and $925,000 respectively. The increase is primarily due to increased
net income coupled with a reduction in accounts receivable.
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During the nine month period ended September 30, 1998, the Company made capital
expenditures of $192,000 for plant equipment, water bottles and truck
improvements.
As of September 30, 1998, the Company's long-term debt amounted to $15,000 in
bank debt and $2,765,000 in vendor financing. The Company has capital lease
commitments of $10,000.
Management's strategy is based on increasing the Company's value by increasing
the customer base. Because the Company records commissions and other selling
costs associated with the implementation of its growth strategy in the period in
which such expenses are incurred, the Company's net income will initially
decrease for a period in which the Company experiences rapid growth. Despite the
short-term effect of growth on net income, the Company believes that its
strategy of increasing the size of its customer base will enhance shareholder
value and improve the financial performance of the Company. The Company will not
be able to expand significantly or enter into new markets until additional
funding is acquired. There can be no assurance that such arrangements will
become available on terms acceptable to the Company.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business. Management believes, based on discussions with
its legal counsel that the outcome of these legal actions will not have a
material adverse effect upon the financial position and results of operations of
the Company.
The Company filed suit against Liqui-Box Corporation ("Liqui-Box") on July 18,
1994 in the United States District Court for the Southern District of Texas. In
the lawsuit, the Company alleged that Liqui-Box sold a defective water system,
which, in turn, the Company leased to its bottled water customers. The Company
sought monetary damages, including lost customers, the cost of replacing
defective equipment, treble damages under the Texas Deceptive Trade Practices
Act, and attorney's fees. During February 1997, the case went to trial and a
jury verdict was reached. Damages of approximately $2.3 million were awarded to
the Company. The amount is subject to appeal and there can be no assurance that
the Company will recover damages in this, or any amount. Through September 30,
1998, the Company has not recorded any amounts in the financial statements
related to these damages. Liqui-Box had net sales of $152.4 million for the year
ended December 28, 1996. It is publicly traded under the ticker symbol LIQB.
During the Third Quarter of 1998, the Company recorded $967,000 in other income
as consideration received in behalf of a lawsuit settlement.
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit No. Description of Exhibit
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<S> <C>
3.1 Amended and Restated Articles of Incorporation. Exhibit 3.1 to the
Company's Registration Statement on Form SB-2 (No. 33-63022-FW) that
was initially filed on May 19, 1993 (the "Registration Statement") is
incorporated herein by reference.
3.2 Restated Bylaws. Exhibit 3.2 to the Registration Statement is
incorporated herein by reference.
3.3 Certificate of Designation, Preferences, Rights and Limitations of
Series A Preferred Stock, $1.00 Par Value of Great Pines Water Company,
Inc. Exhibit 3.3 to the Company's quarterly report on Form 10-QSB for
the quarterly period ended September 30, 1996 is incorporated herein by
reference.
3.4 Certificate of Designation, Preferences, Rights and Limitations of
Series B Preferred Stock, $1.00 Par Value of Great Pines Water Company,
Inc. Exhibit 3.4 to the Company's quarterly report on Form 10-QSB for
the quarterly period ended September 30, 1997 is incorporated herein by
reference.
3.5 Certificate of Designation, Preferences, Rights and Limitations of
Series C Preferred Stock, $1.00 Par Value of Great Pines Water Company,
Inc. Exhibit 3.5 to the Company's annual report on Form 10-KSB for the
fiscal year ended December 31, 1997 is incorporated herein by
reference.
4.1 Specimen stock certificate evidencing shares of Common Stock. Exhibit
4.1 to the Registration Statement is incorporated herein by reference.
9.1 Joshua Slocum Hammond Trust Agreement, dated May 11, 1993. Exhibit 9.1
to the Registration Statement is incorporated herein by reference.
10.1 Loan Agreement, dated November 1, 1988, by and between Great Pines
Water Company, Inc. and Bank One Texas, National Association, as
amended. Exhibit 10.1 to the Registration Statement is incorporated
herein by reference.
10.2 Authorization and Loan Agreement with the United States Small Business
Administration. Exhibit 10.2 to the Registration Statement is
incorporated herein by reference.
10.3 Lease Agreement, dated April 1, 1990, with DBH Investment Partners No.
3, as amended. Exhibit 10.3 to the Registration Statement is
incorporated herein by reference.
10.4 1993 Stock Option Plan of Great Pines Water Company, Inc. Exhibit 10.4
to the Registration Statement is incorporated herein by reference.
10.5 1993 Non-Employee Director Stock Option Plan of Great Pines Water
Company, Inc. Exhibit 10.5 to the Registration Statement is
incorporated herein by reference.
10.6 Form of Loan Agreement by and between Great Pines Water Company, Inc.
and Dependable Acceptance Company for the purchase of equipment.
Exhibit 10.6 to the Company's annual report on Form 10-KSB for the
fiscal year ended December 31, 1994 is incorporated herein by
reference.
10.7 Amendment dated December 31, 1994 to Loan Agreement, dated November 1,
1988 by and between Great Pines Water Company, Inc. and Bank One Texas,
N.A. Exhibit 10.7 to the Company's annual report on Form 10-KSB for the
fiscal year ended December 31, 1994 is incorporated herein by
reference.
10.8 1995 Incentive Stock Plan of Great Pines Water Company, Inc. Exhibit
10.8 to the Company's quarterly report on Form 10-QSB for the quarterly
period ended September 30, 1995 is incorporated herein by reference.
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10.9 Convertible Debenture, dated April 21, 1995, together with Form of
Convertible Note, by and between Great Pines Water Company, Inc. and
EBAC Systems Inc. Exhibit 10.9 to the Company's quarterly report on
Form 10-QSB for the quarterly period ended September 30, 1995 is
incorporated herein by reference.
10.10 Promissory Note dated October 13, 1995 between Great Pines Water
Company, Inc. and Metrobank, N.A. for the assumption of equipment loans
previously with Bank One Texas, N.A. Exhibit 10.10 to the Company's
annual report on Form 10-KSB for the fiscal year ended December 31,
1995 is incorporated herein by reference.
10.11 Assignment dated March 21, 1996 of the SBA loan dated October 19, 1991
to Sunbelt National Bank, N.A. from Bank One Texas, N.A. Exhibit 10.11
to the Company's annual report on Form 10-KSB for the fiscal year ended
December 31, 1995 is incorporated herein by reference.
10.12 Amendment dated March 22, 1996 to the loan agreement, dated November 1,
1988 by and between Great Pines Water Company, Inc. and Bank One Texas,
N.A. Exhibit 10.12 to the Company's annual report on Form 10-KSB for
the fiscal year ended December 31, 1995 is incorporated herein by
reference.
10.13 Amendment to the Lease Agreement dated April, 1 1990, with DBH
Investment Partners No. 3. Exhibit 10.13 to the Company's annual report
on Form 10-KSB for the fiscal year ended December 31, 1995 is
incorporated herein by reference.
10.14 Promissory Note dated June 12, 1996 between the Great Pines Water
Company, Inc. and Sunbelt National Bank for the purchase of plant
equipment. Exhibit 10.14 to the Company's quarterly report on Form
10-QSB for the quarterly period ended June 30, 1996 is incorporated
herein by reference.
27.1 Financial Data Schedule. Exhibit 27.1 is filed herein.
99.1 Press Release dated July 28, 1998. Exhibit 99.1 to the Company's report
on Form 8-K dated July 28, 1998 is incorporated herein by reference.
</TABLE>
(b) Reports on Form 8-K:
The Company filed a report on Form 8-K dated July 28, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Great Pines Water Company, Inc.
Date: November 13, 1998 By: Kevin F. Vigneaux
----------------- --------------------
Kevin F. Vigneaux
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
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